Prime Group Agrees to Merge with Five Mile Capital

CHICAGO—The common and preferred shareholders of locally based office REIT Prime Group Realty Trust have approved the merger of the company with an affiliate of Stamford, CT-based Five Mile Capital Partners LLC.

Prime Group was a major downtown office holder here, but has culled its ownership to one office property containing an aggregate of 167,756 net rentable sq. ft. The trust also has interests in one joint venture that owns one office property at 330 N. Wabash Avenue here, comprised of approximately 1.1 million net rentable sq. ft. The trust leases and manages approximately 1.3 million sq. ft. comprising all of its wholly-owned properties.

The affirmative vote of the holders of a majority of the company’s 6.2 million outstanding common shares and at least two-thirds of the company’s four million outstanding Series B preferred shares were required to approve the Merger. Five Mile holds 100 percent of the company’s outstanding common shares and 65.41 percent of the Series B preferred shares.

According to the trust, there is one block to the merger still in place – Patricia Fox, a shareholder, filed a putative class action lawsuit in the U.S. District Court for the Northern District of Illinois against the company, the trustees and Five Mile and various affiliates. The trust seeks declaratory and injunctive relief, including enjoining the completion of the proposed merger. In the event that the two companies are preliminarily enjoined from completing the transaction, the merger agreement may terminate. The closing of the merger will be held until the earlier of Dec. 13 or the resolution of plaintiff’s motion for a preliminary injunction, the trust said.

Prime Group said in a statement that it believes that the allegations contained in the complaint are without merit and is defending the action vigorously.